23 May 2024
Block Energy
Plc
("Block" or the "Company")
Audited Results for the Year
Ended 31st December 2023
Block Energy plc, the development
and production company focused on Georgia, is pleased to announce
its audited results for the year ended 31st December
2023.
Highlights:
Block made good progress in executing its four
Project strategy:
· Delivered 299,824
operational man-hours with one Lost Time Incident ("LTI"); (2022:
382,542 with no LTIs).
· Significantly increased
EBITDA to $1,469,000 from $158,000.
· Reduced cost of sales and
administrative costs (excluding depreciation and depletion) in the
year from 2022 by $549,000.
· Maintained a disciplined
approach to capital allocation across the Company's
portfolio.
· Successfully and safely
drilled wells WR-B01Za and WR-34Z.
· Increased oil production to
151,184 bbls (2022: 120,359 bbls) and gas production to 283 MMCF
(2022: 267 MMCF), resulting in an average daily production rate of
543 boepd (2022: 452 boepd).
· Raised $2.0 million via a
secured loan to undertake drilling operations on Project
I.
· Completed the Project IV
farm-out, achieving a carried work programme valued at over $3
million (gross).
· Completed the internal
evaluation of Project III, covering the Patardzueli-Samgori,
Rustavi and Teleti fields at Lower Eocene and Upper Cretaceous
level. This work was subsequently (on the Patardzueli-Samgori
field) audited to Petroleum Resource Management System ("PRMS")
standards by a leading technical consulting firm and forms the
basis for the farm-out campaign.
· Signed a Memorandum of
Understanding with the Ministry of Economy and Sustainability
covering, amongst other items, the strategic importance of Project
III
· Commenced work on the CCS
opportunity with the independent evaluation being published in
2024.
Block Energy plc's Chief Executive Officer, Paul Haywood,
said:
"2023 stands out as a pivotal year for our
Company. Bolstered by solid production, a focus on costs and a
supportive oil price environment, we have seen a strong improvement
in our financial position. We were also able to focus on advancing
our high impact projects, in particular Project III, and the
generation and independent verification of a carbon capture storage
("CCS") project.
As we look forward, we're excited about the
Company's prospects. The farmout of Project III is already underway
and we're seeing continued momentum in developing Projects II and
IV, supported by production and cashflows from Project I and
disciplined capital management. The Company remains cashflow
positive and financially stable at current oil prices and
production levels, and I look forward to continuing to deliver on
our objectives throughout 2024".
For further information, please
visit http://www.blockenergy.co.uk/ or
contact:
**ENDS**
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO
596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN
(WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For further information please
visit http://www.blockenergy.co.uk/ or
contact:
Paul
Haywood
(Chief Executive Officer)
|
Block Energy plc
|
Tel: +44 (0)20 3468 9891
|
Neil
Baldwin
(Nominated Adviser)
|
Spark Advisory Partners Limited
|
Tel: +44 (0)20 3368 3554
|
Peter
Krens
(Corporate Broker)
|
Tennyson Securities
|
Tel: +44 (0)20 7186 9030
|
Philip Dennis / Mark Antelme / Ali
AlQahtani
(Financial PR)
|
Celicourt
Communications
|
Tel: +44 (0)20 7770
6424
|
Notes to editors
Block Energy plc is an AIM quoted
independent oil and gas production and development company with a
strategic focus on unlocking the energy potential of Georgia. With
interests in seven Production Sharing Contracts in central Georgia,
covering an area of 4,256 km2, including the XIB licence
which has over 2.77TCF of 2C contingent gas resources,
with an estimated Net Present Value 10
("NPV") of USD 1.65 billion, in the
Patardzueli-Samgori, Rustavi and Teleti
fields. (Source: IER, OPC 2024 &
Internal estimates).
The Company has structured its
operations around a four-project strategy. These projects,
characterized by development stage, hydrocarbon type, and
reservoir, are pursued concurrently to achieve multiple objectives.
This includes increasing existing production, redeveloping fields,
discovering new oil and gas deposits, and capitalizing on the
substantial, yet untapped, gas resource across its licences. The
goal is to deliver on multi TCF gas assets, strategically well
located for the key EU market, supported by partner funding and
cash from existing producing assets.
Located near the Georgian capital
of Tbilisi, Block Energy is well-positioned to contribute
significantly to the region's energy landscape. This proximity
facilitates seamless operations and underscores our commitment to
the economic and energy development of Georgia.
Chairman's
Statement
Dear
Shareholder,
2023 was a landmark year for our Company. Solid
production, a laser focus on costs, and a supportive oil price
environment has transformed our financial position, with EBITDA
rising to $1,469,000, up from $158,000 in 2022, and income from
operating activities (before impairment) moving to a positive
$74,000 from a negative $1,822,000 in 2022.
Supported by robust finances we took a major
step forward to unlocking the potential of the multi-TCF gas
resource across our licences, launching a farm-out process to
accelerate the development of an asset declared a strategic
resource by the government of Georgia. We reported that our assets
may also hold potential for a major CCS opportunity, publishing an
independent study indicating the Patardzeuli-Samgori licence has
the geological and geographical conditions to support one of the
biggest CO2 storage facilities in Europe. And we have
made progress towards realising a third exciting development,
Project IV, where a farm-out led to two seismic surveys that formed
the basis for an independent prospective resource report that has
attracted several interested parties to the data room.
Our focus on these high impact opportunities has
been made possible by continued progress with Project I, which has
seen the drilling of three successful wells and a well maintenance
programme, and the ongoing reduction of the Company's cost base
through unrelenting focus on the optimal allocation of capital, and
scrupulous attention to operational efficiency.
Our drive for operational efficiency continues
to respect our absolute commitment to excellent HSSE and
sustainability. HSSE remains the first item on the agenda at both
Board and daily operations meetings, entrenching and refining best
practice through proven monitoring and training
processes.
We continue to maintain and develop excellent
relationships both with our business partners in Georgia and the
country's regulatory authorities. Georgia maintains conditions for
long-term investment through its robust fiscal framework,
sympathetic regulatory environment, and established pipeline
network proximate to the Company's licence areas connected to
domestic and export markets. The country has further strengthened
its ties with the international community, in 2023 achieving
acceptance as an EU candidate nation and attracting new foreign
direct investment, notably through participation in China's Belt
and Road initiative.
Block continues to be led by a highly engaged
and active Board with deep and wide experience of the Caucasus and
the international energy sector, able to offer strong leadership
and enforce rigorous corporate governance across the
organisation.
I would like to thank all of our team for their
professional contribution to our progress through 2023. I have
every confidence both in our strategy and our ability to deliver
it, and look forward to continuing to represent the Company as we
pursue an ever more extensive and prospective range of
projects.
Philip Dimmock
Non- Executive
Chairman
Chief Executive
Officer's Statement
Dear
Shareholder,
Our progress through 2023 demonstrated the
promise of our four-project strategy to deliver strong finances and
open exciting new opportunities.
The Company is cashflow positive, achieved
through solid production from our Project I wells and disciplined
capital allocation. The farm-out of the multi-TCF gas opportunity
identified by Project III is underway. The full potential of
Project II is becoming clear. We have identified and progressed a
major CCS opportunity with partners Indorama Corporation Pte Ltd.
And we have maintained our excellent HSES record. We have much to
look forward to through 2024 as we continue to work to deliver
value for all shareholders.
HSES and
Sustainability
The Company continued its record of delivering
safe operations in 2023. Despite an intensive work programme in
which more than 299,824 man hours were worked, only one minor Lost
Time Incident ("LTI") was recorded over the 12-month
period.
This achievement highlights the strength of our
management structures, our uncompromising focus on HSES practices,
and the safety culture embedded within the Company: we have a
stand-alone HSES department with its own budget; we follow the
safety triangle approach; and we operate an observation/stop card
system together with permits-to-work.
We continue to minimise our environmental
footprint, designing every operation to mitigate the risk of oil
spills, gas flaring or other environmental damage.
In 2023 we demonstrated our ongoing commitment
to local communities by offering significant employment and
training opportunities, as well as working with local authorities
to deliver social programmes to complement our drilling and
workover campaigns.
Operations
Project III took a major leap forward in 2023.
We continued to define the Project's potential through a
comprehensive field development study, amalgamation and
interpretation of various 3D seismic surveys, and third-party
conceptual development engineering before signing an MoU with the
state of Georgia which, declared the Project's strategic importance
and supported the concept of a long-term gas offtake. An
independent engineering report by leading geoscience consultancy
OPC, published in Q1 2024, attributed more than 1 TCF of 2C
contingent resources to the Project's Patardzueli-Samgori field,
with an NPV exceeding $500 million. An internal 2C resource upgrade
for the Rustavi and Teleti fields boosted Project III's resource
potential by a further 1.77 TCF, taking the reports' collective
estimate for the Patardzueli-Samgori, Rustavi and Teleti fields to
2.77 TCF, with an NPV10 of $1.65 billion.
We commenced a farmout process for Project III
in Q1 2024 facilitated by a leading independent energy consultancy
with an international network of contacts encompassing the key
Asian and US markets. With its estimated resource, fully costed
appraisal programme, and connectivity to Europe's pipeline
infrastructure, Project III promises to make a major contribution
to the region's growing energy needs. The level of interest we have
received so far is encouraging and we look forward to providing
further updates as we progress.
The value of Block's assets was further
confirmed by the publication of an independent study indicating the
presence of a major CCS opportunity. With an estimated reservoir
scale storage of 256 million metric tonnes, and basin scale
capacity of up to 8.7 gigatonnes, the Middle Eocene reservoir
within our Patardzeuli-Samgori licence has the right geology and
geography to support one of the biggest CO2 storage
facilities in Europe. It offers the ideal conditions for
mineralisation, a highly efficient and proven form of sequestration
already being used for a leading CCS project in Iceland. And the
reservoir's location in central Georgia make it ideally placed to
serve as a regional net-zero hub.
A Memorandum of Understanding was signed
post-period with the Georgian subsidiary of Indorama Corporation,
one of Asia's leading chemical companies, with which Block is
working to define a pilot CO2 injection project.
With EU Emissions Trading Scheme ("ETS") prices
at around $60/ton, and an estimated cost to store of approximately
$12 per ton, the agreement is a significant step forward to
developing a commercial pathway toward project development. With
upstream and downstream synergies critical for any CCS project,
brownfield infrastructure available for re-use, and the conditions
for low-cost proven technology, we are excited by how quickly this
project continues to develop.
Project IV also saw good progress through the
completion of the farmout agreement for the Didi Lilo and South
Samgori areas of License XIB to Georgia Oil & Gas (GOG). Under
the terms of the agreement the Company farmed-out 50% of the
licences for a work programme valued at over $3 million. This
included the acquisition and processing of 210 km of 2D seismic
data and the reprocessing of 1,000 km of existing seismic data. GOG
has subsequently met the requirements of this work programme,
further enhancing our understanding of the Project's potential. A
DeGoyler MacNaughton independent prospective resource report was
completed by GOG in the year, attributing 2U unrisked prospective
resources of 239.4 MMbbl and 193.3 BCF gas.
While much of the emphasis in 2023 was on
Projects III and IV, and the CCS opportunity, we continue to look
forward to developing Project II, which will be a key focus for our
subsurface team in 2024.
Promotion of our high impact opportunities has
been underpinned by the continued progress of Project I. In 2023
average production increased to 543 boepd, up from 452 boepd in
2022, driven by the safe drilling of WR-B01Za and WR-34Z, and a
programme of well maintenance encompassing 10 workovers and
operational initiatives which significantly reduced non-productive
time from key production wells. All this was pursued with an
unrelenting focus on the optimal allocation of capital, and focus
on driving operational efficiency.
We would like to pay special thanks to Guram
Maisuradze, promoted in 2023 to Chief Operating Officer, for
leading these efforts. As the year progressed, with our revenues
supported by good production performance and commodity prices, we
decided to pause Project I drilling to dedicate
resources to progressing our high-impact gas resource and CCS
projects.
Sales
Over the period the Company sold 106 MMbbls of
oil in 2023 (2022: 90 MMbbls), at an average price per barrel of
$67.53, and 199 MMCF of gas (2022: 170 MMcf) at an average price of
$4.76/MCF.
Despite the increase in production, our revenue
was broadly flat at $8,366,000 (2022: $8,262,000) owing to average
Brent prices decreasing in the year from $100.93 to $82.49. As at
the period end, the Company had 16 Mbbls of oil in storage (2022: 9
Mbbls).
Financials
Block saw its financial position much improve in
2023, with the Company seeing results from operating activities
(before impairment) move positive for the first time in the
Company's history, a positive $74,000 in 2023 against a negative
$1,822,000 in 2022.
We decided to fully impair the carrying value of
the Norio and Satskhenisi assets on the balance sheet to reflect
these assets' non-core status within the portfolio. Whilst they
remain in production, recording a modest positive cash-flow, we
currently do not plan to develop them, taking a prudent approach to
accounting for them as explained in our Financial Review. We have,
therefore, taken an impairment charge of $2,210,000 (2022: nil),
which sees the total comprehensive loss for the year increase from
$1,160,000 (2022) to $2,139,000 (2023). The underlying accounts,
however, reflect the substantial improvement in overall financial
and operating performance that was achieved in the year.
EBITDA grew substantially in the year, from
$158,000 (2022) to $1,469,000 in 2023. This was achieved on broadly
flat revenues; reflecting the very significant amount of work that
was undertaken in 2023 to improve netbacks and reduce
costs.
Our cash position also improved, with the
Company ending the year with $713,000 (2022: $450,000) in cash and
$971,000 in trade receivables (2022: $560,000). As well as an
increase in cash and receivables, payables significantly decreased
to $1,176,000 from $1,693,000 in 2022.
We reduced the cost of sales (before
depreciation and depletion of oil and gas assets), administrative
costs, and share-based payments, ending the year in a substantially
stronger position than we entered it.
We closed a senior secured $2.0 million loan
during the year with various existing shareholders and members of
the Block management team, which was used to fund Project I
development drilling, including WR-B01Za, WR-34Z and the
procurement of various long-lead items for the next planned well,
KRT-45Z. All interest payments were made on time.
Outlook
Block's focus remains on delivering value from
its high-impact assets, supported by cashflows from Project I. Our
immediate focus is to progress the Project III farm-out and the CCS
project. Work is also underway to secure partners for Project IV
and, in due course, Project II.
I would like to thank all of our shareholders
for joining us on our exciting journey through 2023, and I look
forward to reporting on our progress against plan throughout
2024.
Paul Haywood
Chief Executive
Officer
Financial
Review
Impairment
Following a review of the Company's assets and
strategy, we elected to fully impair the carrying value of both
Norio and Satskhenisi. The review concluded that it was unlikely
that significant capital would be deployed to develop these assets
given that significantly higher quality and impact opportunities
are available across other assets within the Company's portfolio.
Both Norio and Satskhenisi are cashflow positive and contribute to
the overall Group positive cashflow, however the carrying value
was, to some extent, based upon additional work programmes, such as
drilling of new wells and additional workovers, which required
capital now being allocated to other higher impact
projects.
The Company believes that there is potential
remaining within both assets, particularly in the sphere of
unconventional oil; however, given the four Project strategy, these
assets have been assessed as non-core and will in due course, be
subject to farmout or sale. Therefore, for prudent financial
reporting reasons, their carrying value has been fully
impaired.
Cash Generative
Units
The Company currently reports on the basis of
Cash Generative Units ("CGUs") associated with West Rustavi,
Rustaveli, Norio and Satskhenisi.
In light of the impairment of both Norio and
Satskhenisi, as well as the Company's well-communicated multi
Project strategy, with the phase one of Project I, development
being the West Rustavi/Krtsanisi field straddling licences XIB
and XIF and Project III also incorporating assets within
licences XIB and XIF (and therefore within both the West
Rustavi and Rustaveli CGUs), the Company is reviewing its financial
reporting process and it is likely that for 2024 the Company will
either report on the basis of a singular CGU in Georgia (owing to
the proximity of the licences and fields) or alternatively on a
Projects basis (owing to the different stage of development between
Projects I, II, III, IV and CCS).
Income
Statement
The Group's revenue from oil and gas sales
increased to $8,366,000 (2022: $8,262,000). The current year
revenue from sales of crude oil of $7,413,000 (2022: $7,492,000)
comprised the sale of 106,000 barrels (2022: 89,900 barrels), which
equated to an average revenue per barrel of $69.93 (2022: $83.34).
The lower revenue was associated by a fall in the benchmark Brent
price between 2022 and 2023.
During the year, the Group produced 151,185
barrels of crude oil (2022: 120,369 barrels), with the increase in
production being primarily due to the WR-B01Za well which was
brought onto stabilised production in late March 2023. Performance
from existing wellstock was also good during the year. Gas
production stood at 282 MMCF (2022: 267 MMCF). This gross
production figure includes the State of Georgia's share of
production before cost recovery and profit sharing.
In addition, the Group had 16,611 barrels of
crude oil inventory as at 31 December 2023 (31 December 2022: 9,000
barrels).
In the year, the Group sold gas to the value of
$953,000 (2022: $770,000).
The total comprehensive loss for the year was
$2,139,000 (2022: $1,160,000); the underlying cause of this is the
$2,210,000 impairment charge associated with the decision to fully
impair Norio and Satskhenisi.
With respect to operating activities before
impairment, the Group delivered a profit of $74,000 (2022: loss of
$1,822,000). EBITDA significantly improved to $1,469,000 (2022:
$158,000) and this was achieved on broadly flat revenues,
highlighting the Company's hard work and commitment to cost control
and spending discipline during the year. Cost of sales (before
depreciation and depletion of oil and gas assets) fell by $166,000.
Other administrative costs fell by $383,000 (despite the end of
salary sacrifice). Share based payments also fell by $658,000 in
the year.
Overall, in 2023 the Company's financial
performance strengthened significantly and the Company is well
positioned for growth.
Liquidity,
Counterparty Risk and Going Concern
The Group monitors its cash position, cash
forecasts and liquidity regularly and has a conservative approach
to cash management, with surplus cash held on term deposits with
major financial institutions.
The directors have prepared cash flow forecasts
for a period of 12 months from the date of signing these financial
statements. The Group's forecasts are reviewed regularly to assess
whether any actions to curtail expenditure or cut costs are
required.
The Group's operations presently
generate sufficient revenues to cover operating costs and capital
expenditures, supporting the continued preparation of the Group's
accounts on a going concern basis.
The directors are nevertheless
conscious that oil prices have been volatile during the past few
years and could rise further but could also fall back in the year
ahead, and that future production levels depend on both depletion
rates from existing wells and the success of future
drilling.
The directors also recognise that
the outstanding $2.0 million secured loan is due for full
redemption in August 2024 and that there are scenarios in which the
Company may not be in a position to settle this liability on time.
Nonetheless, the directors remain confident that the loan can
either be repaid, or renegotiated, or that new lenders could take a
portion, or that other financing options will be available to the
Company, and therefore judge that the Company retains sufficient
flexibility and optionality around the loan to prepare the accounts
on a going concern basis.
As part of their going concern assessment, the
directors have examined multiple scenarios in which oil prices
and/or future production levels fall substantially and have
concluded that it remains possible that future revenues in at least
some scenarios might not cover all operating costs and planned
capital expenditures, creating a material uncertainty that may cast
doubt over the Group's ability to continue as a going concern. Whilst
acknowledging this material uncertainty, the directors remain
confident of making further cost savings if required and,
therefore, the directors consider it appropriate to prepare the
financial statements on a going concern basis. The financial
statements do not include the adjustments that would result if the
Group were unable to continue as a going concern.
Results and
Dividends
The results for the year and the financial
position of the Group are shown in the following financial
statements:
·
The Group has incurred a pre-tax loss of $2,213,000 (2022:
loss of $1,608,000).
·
The Group achieved positive EBITDA of $1,469,000 (2022:
$158,000).
·
The Group has net assets of $25,706,000 (2022:
$27,200,000).
·
The Directors do not recommend the payment of a dividend
(2022: $nil).
Financial Statements
Consolidated Statement of Consolidated Income
for the Year Ended 31st December 2023
|
Note
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
Continuing
operations
|
|
$'000
|
$'000
|
|
|
|
|
Revenue
|
4
|
8,366
|
8,262
|
|
|
|
|
Cost of sales
|
3
|
(3,826)
|
(3,992)
|
Depreciation and depletion of oil
and gas assets
|
5
|
(1,374)
|
(1,956)
|
Total cost of sales
|
|
(5,200)
|
(5,948)
|
Gross profit
|
|
3,166
|
2,314
|
|
|
|
|
Other administrative
costs
|
|
(2,657)
|
(3,040)
|
Share based payments
charge
|
22
|
(414)
|
(1,072)
|
Foreign exchange
movement
|
|
(21)
|
(24)
|
Results from operating activities before
impairment
|
|
74
|
(1,822)
|
|
|
|
|
Impairment on non-core oil and gas
assets
|
12
|
(2,210)
|
-
|
Total operating loss
|
|
(2,136)
|
(1,822)
|
|
|
|
|
Other income
|
8
|
26
|
281
|
Finance income
|
|
7
|
-
|
Finance expense
|
9
|
(110)
|
(67)
|
|
|
(77)
|
214
|
|
|
|
|
Loss for the year before taxation
|
|
(2,213)
|
(1,608)
|
|
|
|
|
Taxation
|
10
|
-
|
-
|
|
|
|
|
Loss for the year from continuing operations (attributable to
the equity holders of the parent)
|
|
(2,213)
|
(1,608)
|
|
|
|
|
Items that may be
reclassified subsequently to profit and loss:
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
74
|
448
|
|
|
|
|
Total comprehensive loss for the year (attributable to the
equity holders of the parent)
|
|
(2,139)
|
(1,160)
|
|
|
|
|
Loss per share basic and
diluted
|
11
|
(0.31)c
|
(0.24)c
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest,
tax, depreciation and amortisation (EBITDA)
|
3a
|
1,469
|
158
|
|
|
|
|
All activities relate to continuing
operations.
The notes on pages 53 to 78 form
part of these consolidated financial statements.
Consolidated Statement of Financial Position
for the Year Ended 31st December 2023
|
|
31 December
2023
|
31
December 2022
|
|
Note
|
$'000
|
$'000
|
|
|
|
|
Non-current assets
|
|
|
|
Intangible assets
|
|
50
|
-
|
Property, plant and
equipment
|
12
|
23,851
|
24,815
|
|
|
|
|
Total non-current assets
|
|
23,901
|
24,815
|
|
|
|
|
Current assets
|
|
|
|
Inventory
|
13
|
4,377
|
4,791
|
Trade and other
receivables
|
14
|
971
|
560
|
Cash and cash
equivalents
|
15
|
713
|
450
|
|
|
|
|
Total current assets
|
|
6,061
|
5,801
|
|
|
|
|
Total assets
|
|
29,962
|
30,616
|
|
|
|
|
Equity and liabilities
|
|
|
|
Capital and reserves attributable
to equity holders of the Parent Company:
|
|
|
|
Share capital
|
18
|
3,705
|
3,565
|
Share premium
|
19
|
34,856
|
34,765
|
Other reserves
|
20
|
4,766
|
4,525
|
Foreign exchange
reserve
|
|
768
|
694
|
Accumulated deficit
|
|
(18,389)
|
(16,349)
|
|
|
|
|
Total equity
|
|
25,706
|
27,200
|
|
|
|
|
Liabilities
|
|
|
|
Trade and other
payables
|
16
|
1,176
|
1,693
|
Provisions
|
17
|
1,080
|
1,723
|
Borrowings
|
16
|
2,000
|
-
|
|
|
|
|
Total current liabilities
|
|
4,256
|
3,416
|
|
|
|
|
Total equity and liabilities
|
|
29,962
|
30,616
|
The financial statements were
approved by the Board of Directors and authorised for issue on 22
May 2024 and were signed on its behalf by:
Paul
Haywood
Director
The notes on pages 53 to 78 form
part of these consolidated financial statement
Consolidated Statement of Changes in Equity
for the Year Ended 31st December 2023
|
Share Capital
$'000
|
Share Premium
$'000
|
Accumulated Deficit
$'000
|
Other Reserves
$'000
|
Foreign Exchange Reserve
$'000
|
Total Equity
$'000
|
Balance at 31 December 2021
|
3,482
|
34,625
|
(21,548)
|
10,260
|
246
|
27,065
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
(1,608)
|
-
|
-
|
(1,608)
|
Exchange differences on
translation of foreign operations
|
-
|
-
|
-
|
-
|
448
|
448
|
Total comprehensive loss for
the year
|
-
|
-
|
(1,608)
|
-
|
448
|
(1,160)
|
Issue of shares
|
27
|
140
|
-
|
-
|
-
|
167
|
Share based payments
|
-
|
-
|
-
|
1,072
|
-
|
1,072
|
Options exercised
|
56
|
-
|
-
|
-
|
-
|
56
|
Options expired
|
-
|
-
|
418
|
(418)
|
-
|
-
|
Options relinquished
|
-
|
-
|
6,389
|
(6,389)
|
-
|
-
|
Total transactions with
owners
|
83
|
140
|
6,807
|
(5,735)
|
-
|
1,295
|
|
|
|
|
|
|
|
Balance at 31 December 2022
|
3,565
|
34,765
|
(16,349)
|
4,525
|
694
|
27,200
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
(2,213)
|
-
|
-
|
(2,213)
|
Exchange differences on
translation of foreign operations
|
-
|
-
|
-
|
-
|
74
|
74
|
Total comprehensive loss for
the year
|
-
|
-
|
(2,213)
|
-
|
74
|
(2,139)
|
Issue of shares
|
133
|
91
|
-
|
-
|
-
|
224
|
Share based payments
|
-
|
-
|
-
|
414
|
-
|
414
|
Options exercised
|
7
|
-
|
-
|
-
|
-
|
7
|
Options expired
|
-
|
-
|
173
|
(173)
|
-
|
-
|
Total transactions with
owners
|
140
|
91
|
173
|
241
|
-
|
645
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
3,705
|
34,856
|
(18,389)
|
4,766
|
768
|
25,706
|
The notes on pages 53 to 78 form
part of these consolidated financial statements.
Consolidated Statement of Cashflows for the
Year Ended 31st December 2023
|
Note
|
Year ended
31 December
2023
$'000
|
Year
ended
31
December 2022
$'000
|
Cash flow from operating activities
|
|
|
|
Loss for the year before
tax
|
|
(2,213)
|
(1,608)
|
Adjustments for:
|
|
|
|
Depreciation and
depletion
|
5
|
1,374
|
1,956
|
Impairment
|
12
|
2,210
|
-
|
Decommissioning finance charge and
finance expense
|
|
110
|
67
|
Disposal of PP&E at nil
value
|
12
|
89
|
-
|
Finance income
|
|
(7)
|
-
|
Other income and finance
income
|
8
|
(26)
|
(281)
|
Creditors paid in
shares
|
|
108
|
167
|
Share based payments
expense
|
7
|
414
|
1,072
|
Foreign exchange
movement
|
|
22
|
(29)
|
Operating cash flows before movements in working
capital
|
|
2,081
|
1,344
|
(Increase)/decrease in trade and
other receivables
|
|
(411)
|
192
|
(Decrease)/increase in trade and
other payables
|
|
(516)
|
194
|
Decrease/(increase) in
inventory
|
|
414
|
(206)
|
Net cash flow from operating activities
|
|
1,568
|
1,524
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
Income received
|
|
33
|
281
|
Expenditure in respect of
Intangible assets
|
|
(50)
|
-
|
Expenditure in respect of
PP&E
|
12
|
(3,040)
|
(2,730)
|
Net cash used in investing activities
|
|
(3,057)
|
(2,449)
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
Proceeds from
Borrowings
|
16
|
2,000
|
-
|
Interest paid
|
9
|
(248)
|
(1)
|
Net cash inflow/(outflow) from financing
activities
|
|
1,752
|
(1)
|
Net increase/(decrease) in cash and cash equivalents in the
year
|
|
263
|
(926)
|
|
|
|
|
Cash and cash equivalents at start of year
|
|
450
|
1,244
|
Effects of foreign exchange rate
changes on cash and cash equivalents
|
|
-
|
132
|
Cash and cash equivalents at end of year
|
|
713
|
450
|
The notes on pages 53 to 78 form
part of these consolidated financial statements.
Significant non-cash transactions
The only significant non-cash
transactions were the issue of shares and share options detailed in
notes 18 and 22.
Notes Forming Part of the Consolidated
Financial Statements
Corporate Information
Block Energy Plc ("Block Energy")
gained admission to AIM on 11th June 2018, trading under
the symbol of BLOE.
The Consolidated financial
statements of the Group, which comprises Block Energy Plc and its
subsidiaries, for the year ended 31 December 2023 were authorised
for issue in accordance with a resolution of the Directors on 22
May 2024. Block Energy is a Company
incorporated in the UK whose shares are publicly traded. The
address of the registered office is given in the officers and
advisers section of this report. The Company's administrative
office is in London, UK.
The nature of the Company's
operations and its principal activities are set out in the
Strategic Report on pages 3 to 11 and the Report of the Directors
on pages 28 to 31.
1. Significant Accounting
Policies
IAS 8 requires that management
shall use its judgement in developing and applying accounting
policies that result in information which is relevant to the
economic decision-making needs of users, that are reliable, free
from bias, prudent, complete and represent faithfully the financial
position, financial performance and cash flows of the
entity.
Basis of
Preparation
The principal accounting policies
adopted in the preparation of these consolidated financial
statements are set out below. The policies have been consistently
applied to all the years presented, unless otherwise stated. All
amounts presented are in thousands of US dollars unless otherwise
stated. Foreign operations are included in accordance with the
policies set out below.
The consolidated financial
statements have been prepared in accordance with
UK-adopted international accounting standards and
as regards the Company financial statements, as applied in
accordance with the requirements of the Companies Act
2006. The Financial Statements have also
been prepared under the historical cost convention, as modified by
the revaluation of financial assets at fair value through profit or
loss.
The preparation of financial
statements in accordance with UK-adopted international accounting
standards requires management to make judgements, estimates and
assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical
experience and factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Changes in accounting
estimates may be necessary if there are changes in the
circumstances on which the estimate was based, or as a result of
new information or more experience. Such changes are recognised in
the period in which the estimate is revised.
New and Amended Standards
Adopted by the Group
There were no new or amended
accounting standards that required the Group to change its
accounting policies for the year ended 31 December 2023 and no new
standards, amendments or interpretations were adopted by the
Group.
New Accounting Standards
Issued but not yet Effective
The standards and interpretations
that are relevant to the Group, issued, but not yet effective, up
to the date of the Financial Statements are listed below. The Group
intends to adopt these standards, if applicable, when they become
effective.
Standard
|
Effective date
|
Overview
|
Amendments
to IAS 1
Classification of Liabilities as Current or
Non-current
|
1 January
2024 (early adoption permitted)
|
The standard has been amended to
clarify that the classification of liabilities as current or
non-current should be based on rights that exist at the end of the
reporting period.
In order to conclude a liability is
non-current, the right to defer settlement of a liability for at
least 12 months after the reporting date must exist as at the end
of the reporting period.
The amendments also clarify that
(for the purposes of classification as current or non-current),
settlement is the transfer of cash, the entity's own equity
instruments (except as described below), other assets or
services.
|
Amendments
to IAS 1
Non-current Liabilities with Covenants
|
1 January
2024 (early adoption permitted)
|
The standard confirms that only
those covenants with which an entity must comply on or before the
end of the reporting period affect the classification of a
liability as current or non-current.
|
Amendments
to IFRS 16
Lease
Liability in a Sale and Leaseback
|
1 January
2024 (early adoption permitted)
|
The amendments address the
accounting that should be applied by a seller-lessee in a sale and
leaseback transaction when the leaseback contains variable lease
payments, such as turnover rentals, that do not depend on an index
or rate.
Specifically, they confirm that the
'lease payments' or the 'revised lease payments' arising from the
leaseback arrangement are measured in such a way that no gain or
loss is recognised on the right of use retained by the
seller-lessee.
|
Amendments
to IAS 7 and IFRS 7
Supplier
Finance Arrangements
|
1 January
2024 (early adoption permitted)
|
The amendments require an entity to
disclose information about its supplier finance arrangements to
enable users of financial statements to assess the effects of those
arrangements on the entity's liabilities and cash flows and on the
entity's exposure to liquidity risk.
|
Amendments
to IAS 21 - Lack of Exchangeability
|
1 January
2025 (early adoption permitted)
|
The amendments have been made to
clarify:
- when a currency is exchangeable
into another currency; and
- how a company estimates a spot rate when a currency lacks
exchangeability.
|
The Directors have evaluated the
impact of transition to the above standards and do not consider
that there will be a material impact of transition on the financial
statements.
Basis of
Consolidation
Where the Company has control over
an investee, it is classified as a subsidiary. The Company controls
an investee if all three of the following elements are present:
power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to
affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any of
these elements of control. De-facto control exists in situations
where the Company has the practical ability to direct the relevant
activities of the investee without holding the majority of the
voting rights. In determining whether de-facto control exists the
Company considers all relevant facts and circumstances,
including:
·
The size of the Company's voting rights relative
to both the size and dispersion of other parties who hold voting
rights;
·
Substantive potential voting rights held by the
Company and by other parties;
·
Other contractual arrangements; and
·
Historic patterns in voting
attendance.
Business
Combinations
The consolidated financial
statements incorporate the results of business combinations using
the purchase method. In the consolidated statement of financial
position, the acquiree's identifiable assets, liabilities and
contingent liabilities are initially recognised at their fair
values at the acquisition date. The difference between the
consideration paid and the acquired net assets is recognised as
goodwill. The results of acquired operations are included in the
consolidated income statement from the date on which control is
obtained. Any difference arising between the fair value and the tax
base of the acquiree's assets and liabilities that give rise to a
deductible difference results in recognition of deferred tax
liability. No deferred tax liability is recognised on
goodwill.
Acquisitions
The Group and Company measure
consideration at the acquisition date as:
·
The fair value of the consideration transferred;
plus
·
The recognised amount of any non-controlling
interests in the acquiree
·
Plus, if the business combination is achieved in
stages, the fair value of the existing equity interest in the
acquiree; less the net recognised amount (generally fair value) of
the identifiable assets acquired and liabilities
assumed.
When the excess is negative, a
bargain purchase gain is recognised immediately in profit or
loss.
Cost related to the acquisition,
other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business
combination, are expensed as incurred.
Asset
Acquisition
Acquisitions of mineral
exploration licences through the acquisition of non-operational
corporate structures that do not represent a business, and
therefore do not meet the definition of a business combination, are
accounted for as the acquisition of an asset. An example of such
would be increases in working interests in licences.
The consideration for the asset is
allocated to the assets based on their relative fair values at the
date of acquisition.
Going
Concern
The directors have prepared cash
flow forecasts for a period of 12 months from the date of signing
these financial statements. The Group's forecasts are reviewed
regularly to assess whether any actions to curtail expenditure or
cut costs are required.
The Group's operations presently
generate sufficient revenues to cover operating costs and capital
expenditures, supporting the continued preparation of the Group's
accounts on a going concern basis.
The directors are nevertheless
conscious that oil prices have been volatile during the past few
years and could rise further but could also fall back in the year
ahead, and that future production levels depend on both depletion
rates from existing wells and the success of future
drilling.
The directors also recognise that
the outstanding $2.0m secured loan is due for full redemption in
August 2024 and that there are scenarios in which the Company may
not be in a position to settle this liability on time. Nonetheless,
the directors remain confident that the loan can either be repaid,
or renegotiated, or that new lenders could take a portion, or that
other financing options will be available to the Company, and
therefore judge that the Company retains sufficient flexibility and
optionality around the loan to prepare the accounts on a going
concern basis.
As part of their going concern assessment, the directors have examined
multiple scenarios in which oil prices and/or future production
levels fall substantially and have concluded that it remains
possible that future revenues in at least some scenarios might not
cover all operating costs and planned capital expenditures,
creating a material uncertainty that may cast doubt over the
Group's ability to continue as a going concern.
Whilst acknowledging this material uncertainty,
the directors remain confident of making further cost savings if
required and, therefore, the directors consider it appropriate to
prepare the financial statements on a going concern basis. The
financial statements do not include the adjustments that would
result if the Group were unable to continue as a going
concern.
Intangible
Assets
Exploration and Evaluation costs
The Group applies the full cost
method of accounting for Exploration and Evaluation (E&E)
costs, having regard to the requirements of IFRS 6 'Exploration for
and Evaluation of Mineral Resources'. Under the full cost method of
accounting, costs of exploring and evaluating properties are
accumulated and capitalised by reference to appropriate cash
generating units ("CGUs"). Such CGU's are based on geographic areas
such as a licence area, type or a basin and are not larger than an
operating segment - as defined by IFRS 8 'Operating
segments.
E&E costs are initially
capitalised within 'Intangible assets'. Such E&E costs may
include costs of licence acquisition, technical services and
studies, seismic acquisition, exploration drilling and testing, but
do not include costs incurred prior to having obtained the legal
rights to explore an area, which are expensed directly to the
statement of comprehensive income as they are incurred. Plant and
equipment assets acquired for use in exploration and evaluation
activities are classified as property, plant and
equipment.
However, to the extent that such
an asset is consumed in developing an unproven oil and gas asset,
the amount reflecting that consumption is recorded as part of the
cost of the unproven oil and gas asset.
Exploration and unproven oil and
gas assets related to each exploration license/prospect are not
amortised but are carried forward until the technical feasibility
and commercial feasibility of extracting a mineral resource are
demonstrated.
Impairment of Exploration and
Evaluation assets
All capitalised exploration and
evaluation assets and property, plant and equipment are monitored
for indications of impairment. Where a potential impairment is
indicated, assessment is made for the Group of assets representing
a cash generating unit.
In accordance with IFRS 6 the
Group firstly considers the following facts and circumstances in
their assessment of whether the Group's exploration and evaluation
assets may be impaired, whether:
·
the period for which the Group has the right to
explore in a specific area has expired during the period or will
expire in the near future, and is not expected to be
renewed;
·
unexpected geological occurrences render the
resource uneconomic;
·
a significant fall in realised prices or oil and
gas price benchmarks render the project uneconomic; or
·
an increase in operating costs occurs.
If any such facts or circumstances
are noted, the Group perform an impairment test in accordance with
the provisions of IAS 36.
The aggregate carrying value is
compared against the expected recoverable amount of the cash
generating unit. The recoverable amount is the higher of value in
use and the fair value less costs to sell. An impairment loss is
reversed if the asset's or cash-generating unit's recoverable
amount exceeds its carrying amount. A reversal of impairment loss
is recognised in the profit or loss immediately.
Property, Plant and
Equipment - Development and Production (D&P)
Assets
Capitalisation
The costs associated with
determining the existence of commercial reserves are capitalised in
accordance with the preceding policy and transferred to property,
plant and equipment as development assets following impairment
testing. All costs incurred after the technical feasibility and
commercial viability of producing hydrocarbons have been
demonstrated are capitalised within development assets on a
field-by-field basis. Subsequent expenditure is only capitalised
where it either enhances the economic benefits of the development
asset or replaces part of the existing development asset (where the
remaining cost of the original part is expensed through the income
statement). Costs of borrowing related to the ongoing construction
of development and production assets and facilities are capitalised
during the construction phase. Capitalisation of interest ceases
once an asset is ready for production.
Depreciation
Capitalised oil assets are not
subject to depreciation until commercial production starts.
Depreciation is calculated on a unit-of-production basis in
order to write off the cost of an asset as the reserves that it
represents are produced and sold. Any periodic reassessment of
reserves will affect the depreciation rate on a prospective basis.
The unit-of-production depreciation rate is calculated on a
field-by-field basis using proved, developed reserves as the
denominator and capitalised costs as the numerator. The numerator
includes an estimate of the costs expected to be incurred to bring
proved, developed, not-producing reserves into production.
Infrastructure that is common to a number of fields, such as
gathering systems, treatment plants and pipelines are depreciated
on a unit-of-production basis using an aggregate measure of
reserves or on a straight line basis depending on the expected
pattern of use of the underlying asset.
Proven Oil and Gas Properties
Oil and gas properties are stated
at cost less accumulated depreciation and impairment losses. The
initial cost comprises the purchase price or construction cost
including any directly attributable cost of bringing the asset into
operation and any estimated decommissioning provision.
Once a project reaches the stage
of commercial production and production permits are received, the
carrying values of the relevant exploration and evaluation asset
are assessed for impairment and transferred to proven oil and gas
properties and included within property plant and
equipment.
Proven oil and gas properties are
accounted for in accordance with provisions of the cost model under
IAS 16 "Property Plant and Equipment" and are depleted on unit of
production basis based on the estimated proven and probable
reserves of the pool to which they relate.
Impairment of Development and Production
Assets
A review is performed for any
indication that the value of the Group's D&P assets may be
impaired such as:
·
significant changes with an adverse effect in the
market or economic conditions which will impact the assets;
or
·
obsolescence or physical damage of an asset;
or
·
an asset becoming idle or plans to dispose of the
asset before the previously expected date; or
·
evidence is available from internal reporting
that indicates that the economic performance of an asset is or will
be worse than expected.
For D&P assets when there are
such indications, an impairment test is carried out on the CGU.
CGUs are identified in accordance with IAS 36 'Impairment of
Assets', where cash flows are largely independent of other
significant asset Groups and are normally, but not always, single
development or production areas. When an impairment is identified,
the depletion is charged through the Consolidated Statement of
Comprehensive Income if the net book value of capitalised costs
relating to the CGU exceeds the associated estimated future
discounted cash flows of the related commercial oil
reserves.
The CGU's identified by the
company are Corporate along with West Rustavi, Rustaveli,
Satskhenisi and Norio given they are independent projects under
individual Production Sharing Contracts ("PSCs"). An assessment is
made at each reporting date as to whether there is any
indication that previously recognised impairment charges may no
longer exist or may have decreased. If such an indication exists,
the Group estimates the recoverable amount. A previously recognised
impairment charge is reversed only if there has been a change in
the estimates used to determine the assets recoverable amount since
the last impairment charge was recognised. If this is the case
the carrying amount of the asset is increased to its recoverable amount, not to
exceed the carrying amount that would have been determined, net
of depreciation,
had no impairment charges been recognised for the asset in prior
years.
Property, Plant and Equipment and
Depreciation
Property, plant and equipment
which are awaiting use in the drilling campaigns, and storage, are
recorded at historical cost less accumulated depreciation.
Property, plant and equipment are depreciated using the straight
line method over their estimated useful lives, as
follows:
· PP&E - 6 years
The carrying value of Property,
plant and equipment is assessed annually and any impairment charge
is charged to the Consolidated Statement of Comprehensive
income.
Leases
The Group assesses whether a
contract is or contains a lease, at inception of the contract. The
Group recognises a right-of-use asset and a corresponding lease
liability with respect to all lease arrangements in which it is the
lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value assets
(such as tablets and personal computers, small items of office
furniture and telephones). For these leases, the Group recognises
the lease payments as an operating expense on a straight-line basis
over the term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from
the leased assets are consumed.
Inventories
Crude oil inventories are stated
at the lower of cost and net realisable value. The cost of crude
oil is the cost of production, including direct labour and
materials, depreciation and an appropriate portion of fixed
overheads. Net realisable value of crude oil is based on the market
price of similar crude oil at the balance sheet date and costs to
sell, adjusted if the sale of inventories after that date gives
additional evidence about its net realisable value at the balance
sheet date.
The cost of crude oil is expensed
in the period in which the related revenue is
recognised.
Inventories of drilling tubulars
and drilling chemicals are valued at the lower of cost or net
realisable value, where cost represents the weighted average unit
cost for inventory lines on a line by line basis. Cost comprises
all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and
condition.
Decommissioning
Provision
Provisions for decommissioning are
recognised in full when wells have been suspended or facilities
have been installed.
A corresponding amount equivalent
to the provision is also recognised as part of the cost of either
the related oil and gas exploration and evaluation asset
or property, plant and equipment as appropriate. The amount
recognised is the estimated cost of decommissioning, discounted to
its net present value, and is reassessed each year in
accordance with local conditions and requirements.
Changes in the estimated timing
of decommissioning or decommissioning cost estimates are dealt
with prospectively by recording an adjustment to the provision, and
a corresponding adjustment to the related asset.
The unwinding of the discount on
the decommissioning provision is included as a finance
cost.
Borrowing
Costs
General and specific borrowing
costs that are directly attributable to the acquisition,
construction or production of a qualifying asset are capitalised
during the period of time that is required to complete and prepare
the asset for its intended use or sale. Qualifying assets are
assets that necessarily take over one accounting period to get
ready for their intended use or sale.
Investment income earned on the
temporary investment of specific borrowings, pending their
expenditure on qualifying assets, is deducted from the borrowing
costs eligible for capitalisation.
Other borrowing costs are expensed
in the period in which they are incurred.
Taxation and Deferred
Tax
Income tax expense represents the
sum of the current tax and deferred tax charge for the
period.
The Group's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is recognised on
differences between the carrying amounts of assets and liabilities
in the financial information and the corresponding tax bases and is
accounted for using the balance sheet liability
method.
Deferred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be
utilised.
Judgement is applied in making
assumptions about future taxable income, including oil and gas
prices, production, rehabilitation costs and expenditure to
determine the extent to which the Group recognises deferred tax
assets, as well as the anticipated timing of the utilisation of the
losses.
Deferred tax is calculated at the
tax rates that have been enacted or substantively enacted and are
expected to apply in the period when the liability is settled, or
the asset realised. Deferred tax is charged or credited to the
statement of comprehensive income, except when it relates to items
charged or credited directly to equity, in which case the deferred
tax is also dealt with in equity.
Foreign
Currencies
Monetary assets and liabilities
denominated in foreign currencies are translated into US dollars at
the rates of exchange prevailing at the reporting date: $1.27 /£1
(2022: $1.21/£1). Transactions in foreign currencies are translated
at the exchange rate ruling at the date of the transaction.
Exchange differences are taken to the Statement of Comprehensive
Income.
The Company's functional currency
is the pound sterling and its presentational currency is the US
dollar and accordingly the financial statements have also been
prepared in US dollars. The functional currencies of Block
Norioskhevi Ltd, Satskhenisi Limited, Georgia New Ventures Inc and
Block Rustaveli Limited are the US dollar and the functional
currencies of their branches in Georgia are the Georgian
Lari.
Foreign
Operations
The assets are translated into US
dollars at the exchange rate at the reporting date and income and
expenses of the foreign operations are translated at the average
exchange rates. Exchange differences arising on translation are
recognised in other comprehensive income and presented in the other
reserves category in equity.
Determination of Functional
Currency and Presentational Currency
The determination of an entity's
functional currency is assessed on an entity by entity basis. A
company's functional currency is defined as the currency of the
primary economic environment in which the entity operates. The
functional currency of the Parent Company is the pound sterling,
because it operates in the UK, where the majority of its
transactions are in pounds sterling. The functional currencies of
Block Norioskhevi Ltd, Satskhenisi Limited, Georgia New Ventures
Inc and Block Rustaveli Limited are the US dollar, because the
majority of their transactions by value is in US dollars, and the
functional currencies of their branches in Georgia are the Georgian
Lari, because the majority of their transactions by value is in
Georgian Lari.
The presentational currency of the
Group for year ended 31 December 2023 is US dollars. The
presentational currency is an accounting policy choice.
Revenue
Revenue from contracts with
customers is recognised when the Group satisfies its performance
obligation of transferring control of oil or gas to a customer.
Transfer of control is usually concurrent with both transfer of
title and the customer taking physical possession of the oil or
gas, which is determined by reference to the oil or gas sales
agreement. This performance obligation is satisfied at that point
in time.
The transaction price is agreed
between the Group and the customer, with the amount of revenue
recognised being determined by considering the terms of the
Production Sharing Contract ("PSC") and the oil sales agreement for
each oil sale or the gas sales agreement for each gas
sale.
Finance Income and
Expenses
Finance costs are accrued on a
time basis, by reference to the principal outstanding and at the
effective interest rate applicable. Finance expenses comprise
interest or finance costs on borrowings.
Financial
Instruments
Financial assets and financial
liabilities are recognised on the Group's balance sheet when the
Group becomes party to the contractual provisions of the
instrument.
Fair Value
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. All assets and liabilities, for which fair value is measured
or disclosed in the Financial Statements, are categorised
within the fair value hierarchy, described as follows, based on the
lowest-level input that is significant to the fair value
measurement as a whole:
Level 1 - quoted (unadjusted)
market prices in active markets for identical assets or
liabilities;
Level 2 - valuation techniques for
which the lowest-level input that is significant to the fair value
measurement is directly or indirectly observable; and
Level 3 - valuation techniques for
which the lowest-level input that is significant to the fair value
measurement is unobservable.
Financial Assets
Financial assets are initially
recognised at fair value, and subsequently measured at amortised
cost, less any allowances for losses using the expected credit loss
model, being the difference between all contractual cash flows that
are due to the Group in accordance with the contract and all the
cash flows that the Group expects to receive.
Impairment provisions for
receivables from related parties and loans to related parties are
recognised based on a forward looking expected credit loss model.
The methodology used to determine the amount of the provision is
based on whether there has been a significant increase in credit
risk since initial recognition of the financial asset.
For those where the credit risk
has not increased significantly since initial recognition of the
financial asset, twelve month expected credit losses along with
gross interest income are recognised. For those for which credit
risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. For those that
are determined to be credit impaired, lifetime expected credit
losses along with interest income on a net basis are
recognised.
Financial Liabilities
Financial liabilities are
classified as either financial liabilities at fair value through
profit and loss (FVTPL) or as other financial liabilities.
The Group derecognises financial liabilities when, and only
when, the Group's obligations are discharged or cancelled, or they
expire.
Financial liabilities are
classified at FVTPL when the financial liability is either held for
trading or it is designated at FVTPL. A financial liability is
classified as held for trading if it has been incurred principally
for the purpose of repurchasing it in the near term or is a
derivative that is not a designated or effective hedging
instrument.
Financial liabilities at FVTPL are
measured at fair value, with any gains or losses arising on changes
in fair value recognised in profit or loss. The net gain or loss
recognised in profit or loss incorporates any interest paid on the
financial liability.
Other financial liabilities,
including borrowings, are initially measured at fair value, net of
transaction costs and are subsequently measured at amortised
cost using the effective interest method, with interest expense
recognised on an effective yield basis.
The effective interest method is a
method of calculating the amortised cost of a financial liability
and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts
estimated future cash payments through the expected life of the
financial liability, or, where appropriate, a shorter period, to
the net carrying amount on initial recognition.
Share Based
Payments
The fair value of options granted
to Directors and others in respect of services provided is
recognised as an expense in the Statement of Comprehensive Income
with a corresponding increase in equity reserves - 'other
reserves'.
On exercise of, or expiry of
unexercised share options, the proportion of the share based
payment reserve relevant to those options is transferred from other
reserves to the accumulated deficit. On exercise, equity is also
increased by the amount of the proceeds received.
The fair value is measured at
grant date and charged over the accounting periods which the option
becomes unconditional.
The fair value of options are
calculated using the Black-Scholes model, taking into account the
terms and conditions upon which the options were granted. Vesting
conditions are non-market and there are no market vesting
conditions. These vesting conditions are included in the
assumptions about the number of options that are expected to vest.
At the end of each reporting period, the Company revises its
estimate of the number of options that are expected to vest. The
exercise price is fixed at the date of grant and no compensation is
due at the date of grant. Where equity instruments are granted to
persons other than employees, the statement of comprehensive income
is charged with the fair value of the goods and services
received.
Warrants issued for services
rendered are accounted for in accordance with IFRS 2 recognising
either the costs of the service if it can be reliably measured or
the fair value of the warrant (using the Black-Scholes
model). The fair value is recognised as an expense in the
accounting period that the warrant is granted and there is no
revision to this estimate in future accounting periods.
Warrants issued as part of share
issues have been determined as equity instruments under IAS
32. Since the fair value of the shares issued at the same
time is equal to the price paid, these warrants, by deduction, are
considered to have been issued at nil value.
2. Critical Accounting
Judgments, Estimates and Assumptions
The Group makes estimates and
assumptions regarding the future. Estimates and judgements are
continuously evaluated based on historical experiences and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances. In the future, actual
experience may deviate from these estimates and assumptions. The
key assumptions concerning the future and other key sources of
estimation uncertainty at the reporting date that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year,
are described below.
Recoverable Value of Development & Production assets -
Judgement, Estimates and Assumptions
Costs capitalised in respect of
the Group's development and production assets are required to be
assessed for impairment under the provisions of IAS 36. Such an
estimate requires the Group to exercise judgement in respect of the
indicators of impairment and also in respect of inputs used in the
models which are used to support the carrying value of the assets.
Such inputs include estimates of oil and gas reserves, production
profiles, oil price, oil quality discount, capital expenditure
(including an allocation of salary costs), inflation rates, and
pre-tax discount rates that reflect current market assessments of
(a) the time value of money; and (b) the risks specific to the
asset for which the future cash flow estimates have not been
adjusted. The Directors concluded that there was an indication of
impairment at Satskhenisi and Norio, as these assets are being held
as non-core assets and are considered to be cash flow
neutral. A one-off impairment charge of $2.2m has been
charged to the profit and loss account in the year and these oil
and gas assets have been written down to nil.
Asset Decommissioning Provisions - Estimates and
Assumptions
The Group's activities are subject
to various laws and regulations governing the protection of the
environment. The Group recognises management's best estimate of the
asset decommissioning costs in the period in which they are
incurred. Such estimates of costs include pre-tax discount rates
that reflect current market assessments of (a) the time value of
money; and (b) the risks specific to the asset for which the future
cash flow estimates have not been adjusted. Actual costs incurred
in future periods could differ materially from the
estimates.
Additionally, future changes to
environmental laws and regulations, life of development and
production assets, estimates and discount rates could affect the
carrying amount of this provision. The Board assessed the extent of
decommissioning required as at 31 December 2023 and concluded that
a provision of $1,080,000 (2021: $1,723,000) should be recognised
in respect of future decommissioning obligations at Rustaveli, West
Rustavi, Satskhenisi and Norio (see note 17).
Share Options and Warrants - Estimates and
Assumptions
Share options issued by the Group
relate to the Block Energy Plc Share Option Plan and warrants
issued relates to the cost of borrowing. The grant date fair value
of such options and warrants is calculated using a Black-Scholes
model whose input assumptions are derived from market and other
internal estimates.
The key estimates include
volatility rates and the expected life of the options, together
with the likelihood of non-market performance conditions being
achieved (see note 22).
Impairment of Investments and Loans to Subsidiaries - Parent
Company only
The Company assesses at each
reporting date whether there is any objective evidence that
investments/receivables in subsidiaries are impaired. To
determine whether there is objective evidence of impairment, a
considerable amount of estimation is required in assessing the
ultimate realisation of these investments/receivables, including
valuation, creditworthiness and future cashflow. Although no
impairment of investments was indicated at year end the Company
identified certain intercompany receivables as being
impaired.
During the year the Company
carried out an assessment of the expected credit loss arising on
intercompany receivables. This was calculated as a total loss
allowance of $8,097,000 (2022: $3,710,000) therefore an additional
amount of $4,387,00 (2022: nil) was provided for in the current
year parent company financial statements.
3. Segmental
Disclosures
IFRS 8 requires segmental
information for the Group on the basis of information reported to
the chief operating decision maker for decision making purposes. The Company
considers this role as being performed by the Board of Directors.
The Group's operations are focused on oil and gas development and
production activities (Oil and Gas Extraction segment) in Georgia
and has a corporate head office in the UK (Corporate segment).
Based on risks and returns the Directors consider that there are
two operating segments that they use to assess the Group's
performance and allocate resources being the Oil and Gas Extraction
in Georgia, and the corporate segment including unallocated
costs.
The Board of Directors primarily
uses a measure of adjusted earnings before interest, tax,
depreciation and amortisation (EBITDA), see below, to assess the
performance of the operating sectors.
3
a) Adjusted
EBITDA
Adjusted EBITDA excludes
discontinued operations and the effects of significant items of
income and expenditure which might have an impact on the quality of
earnings, such as restructuring costs, legal expenses, and
impairments where the impairment is the result of an isolated,
non-recurring event.
Adjusted
EBITDA
|
31 December
2023
$'000
|
31
December 2022
$'000
|
|
|
|
Oil and Gas exploration -
Georgia
|
3,331
|
3,258
|
Corporate and other
|
(1,862)
|
(3,100)
|
Total adjusted EBITDA
|
1,469
|
158
|
Adjusted EBITDA reconciles to
operating profit before income tax as follows:
|
31 December
2023
$'000
|
31
December 2022
$'000
|
|
|
|
Total adjusted EBITDA
|
1,469
|
158
|
Depreciation and
depletion
|
(1,374)
|
(1,956)
|
Impairment
|
(2,210)
|
-
|
Finance and other
income
|
33
|
281
|
Finance costs and foreign
exchange
|
(131)
|
(91)
|
Loss before income tax from continuing
operations
|
(2,213)
|
(1,608)
|
3
b) Other profit and
loss disclosures
|
Oil and
Gas
Extraction
|
Corporate
and other
|
Group
Total
|
Year ended 31 December 2023
|
$'000
|
$'000
|
$'000
|
Revenue
|
8,366
|
-
|
8,366
|
Cost of sales
|
(3,826)
|
-
|
(3,826)
|
Depreciation and
depletion
|
(1,373)
|
(1)
|
(1,374)
|
Impairment
|
(2,210)
|
-
|
(2,210)
|
Administrative costs
|
(1,209)
|
(1,862)
|
(3,071)
|
Finance and other
income
|
19
|
14
|
33
|
Net Finance costs and
Forex
|
(69)
|
(62)
|
(131)
|
Loss from operating activities
|
(302)
|
(1,911)
|
(2,213)
|
|
|
|
|
Total non-current assets
|
23,901
|
-
|
23,901
|
|
Oil and
Gas
Extraction
|
Corporate
and other
|
Group
Total
|
Year ended 31 December 2022
|
$'000
|
$'000
|
$'000
|
Revenue
|
8,262
|
-
|
8,262
|
Cost of sales
|
(3,992)
|
-
|
(3,992)
|
Depreciation and
depletion
|
(1,906)
|
(50)
|
(1,956)
|
Administrative costs
|
(1,012)
|
(3,100)
|
(4,112)
|
Other income
|
18
|
263
|
281
|
Net Finance costs and
Forex
|
(82)
|
(9)
|
(91)
|
Profit/(loss) from operating
activities
|
1,288
|
(2,896)
|
(1,608)
|
|
|
|
|
Total non-current
assets
|
24,814
|
1
|
24,815
|
3
c) Segment
assets and liabilities
Segmental Assets
|
31 December
2023
$'000
|
31
December 2022
$'000
|
|
|
|
Oil exploration -
Georgia
|
29,452
|
30,206
|
Corporate and other
|
510
|
410
|
|
29,962
|
30,616
|
|
|
|
Segmental Liabilities
|
31 December
2023
|
31
December 2022
|
|
$'000
|
$'000
|
|
|
|
Oil exploration -
Georgia
|
1,522
|
2,591
|
Corporate and other
|
2,734
|
825
|
|
4,256
|
3,416
|
|
|
|
4.
Revenue
|
Year ended
31 December
2023
$'000
|
Year
ended
31 December
2022
$'000
|
Crude oil revenue
|
7,413
|
7,492
|
Gas revenue
|
953
|
770
|
|
8,366
|
8,262
|
5. Depreciation and Depletion on
Oil and Gas assets
|
Year ended
31 December
2023
$'000
|
Year
ended
31 December
2022
$'000
|
Depreciation of
PP&E
|
307
|
273
|
Depletion of oil and gas
assets
|
1,067
|
1,683
|
|
1,374
|
1,956
|
6. Expenses by
nature
|
Year ended
31 December
2023
|
Year
ended
31 December
2022
|
|
$'000
|
$'000
|
Employee benefit
expense
|
1,413
|
1,705
|
Share option charge
|
414
|
1,072
|
Security expense
|
-
|
15
|
Fees to Auditor in respect of the
Group audit
|
97
|
96
|
Regulatory fees
|
30
|
31
|
Operating lease expense
|
68
|
81
|
7. Directors and
employees
|
Year ended
31 December
2023
$'000
|
Year
ended
31 December
2022
$'000
|
Employment costs (inc.
Directors' remuneration):
|
|
|
Wages and salaries
|
1,286
|
1,563
|
Pensions
|
30
|
49
|
Social security costs
|
97
|
93
|
|
1,413
|
1,705
|
|
|
|
Share based payments
|
414
|
1,035
|
|
1,827
|
2,740
|
The share based payments comprised
the fair value of options granted to Directors and employees in
respect of services provided.
Wages and salaries include amounts
that are recharged between subsidiaries. Some of these costs are
then capitalised as development and production assets and others
are administration expenses (as shown above).
The average monthly number of
employees during 2023 was 147 (2022: 168) split as
follows:
|
Year ended
31 December
2023
|
Year
ended
31 December
2022
|
Management
|
8
|
9
|
Technical
|
110
|
129
|
Administration
|
29
|
30
|
|
147
|
168
|
|
Year ended
31 December
2023
$'000
|
Year
ended
31 December
2022
$'000
|
Amounts attributable to the
highest paid Director:
|
|
|
Director's salary and
bonus
|
466
|
426
|
Pension
|
15
|
25
|
Share based payments
|
67
|
104
|
|
548
|
555
|
Key management and personnel are
considered to be the Directors.
8. Other
income
|
Year ended
31 December
2023
$'000
|
Year
ended
31 December
2022
$'000
|
Other income
Insurance claim
|
26
-
|
-
281
|
|
26
|
281
|
9.
Finance
Expense
|
Year ended
31 December
2023
$'000
|
Year
ended
31
December 2022
$'000
|
Interest paid and payable on
borrowings (note 16)
|
248
|
-
|
Warrant cost of borrowings (note
21)
|
125
|
-
|
Arrangement fee
|
55
|
-
|
|
428
|
-
|
Less borrowing costs capitalised
(note 12)
|
(361)
|
-
|
|
67
|
-
|
Unwinding of decommissioning
provision (note 17)
|
43
|
67
|
|
110
|
67
|
10. Taxation
Based on the results for the year,
there is no charge to UK or foreign tax. This is reconciled to the
accounting loss as follows:
UK taxation
|
Year ended
31
December
2023
$'000
|
Year
ended
31
December
2022
$'000
|
|
|
|
UK Group loss on ordinary
activities
|
(2,213)
|
(1,608)
|
|
|
|
Loss before taxation at the
average UK standard rate of 23.5% (2021:19%)
|
(520)
|
(306)
|
|
|
|
Effect of:
|
|
|
Zero tax rate income
|
(1,966)
|
(1,570)
|
Disallowable expenses
|
125
|
302
|
Tax losses for which no deferred
income tax asset was recognised
|
4,304
|
2,876
|
|
|
|
Current tax
|
-
|
-
|
The Group offsets deferred tax
assets and liabilities if, and only if, it has a legally
enforceable right to offset current tax assets and current tax
liabilities and the deferred tax assets and deferred tax
liabilities related to corporation taxes levied by the same tax
authority. Due to the tax rates applicable in the jurisdictions of
the Group's subsidiary entities (being 0%) no deferred tax
liabilities or assets are considered to arise.
The Group has not recognised
deferred income tax assets for tax losses carried forward for
entities in which it is not considered probable that there will be
sufficient future taxable profits available for offset.
Unrecognised deferred income tax assets related to unused tax
losses. The Company has UK corporation tax losses available to
carry forward against future profits of
approximately $16,627,000 (2022: $14,414,000 -
estimated).
11. Loss Per
Share
The calculation for loss per
Ordinary Share (basic and diluted) is based on the consolidated
loss attributable to the equity shareholders of the Company is as
follows:
|
Year ended
31 December
2023
|
Year
ended
31
December 2022
|
|
|
|
Loss attributable to equity
Shareholders ($'000)
|
(2,213)
|
(1,608)
|
|
|
|
Weighted average number of
Ordinary Shares
|
702,875,778
|
660,223,772
|
|
|
|
Loss per Ordinary share
($/cents)
|
(0.31)c
|
(0.24)c
|
Loss and diluted loss per Ordinary
Share are calculated using the weighted average number of Ordinary
Shares in issue during the year. Diluted share loss per share has
not been calculated as the options and warrants have no dilutive
effect given the loss arising in the year.
12. Property, Plant and
Equipment
|
Development & Production
Assets
|
PPE/Computer / Office
Equipment / Motor Vehicles
|
Total
|
|
$'000
|
$'000
|
$'000
|
Cost
|
|
|
|
At 1 January 2022
|
26,962
|
1,802
|
28,764
|
Additions
|
2,397
|
333
|
2,730
|
Disposals
|
-
|
(89)
|
(89)
|
Reduction in BLO (see note
17)
|
(265)
|
-
|
(265)
|
Foreign exchange
movements
|
21
|
26
|
47
|
At 31 December 2022
|
29,115
|
2,072
|
31,187
|
|
|
|
|
Additions*
|
3,286
|
115
|
3,401
|
Disposals
|
-
|
(151)
|
(151)
|
Change in decommissioning
provision
|
(686)
|
-
|
(686)
|
Foreign exchange
movements
|
4
|
(4)
|
-
|
At 31 December 2023
|
31,719
|
2,032
|
33,751
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
At 1 January 2022
|
4,029
|
390
|
4,419
|
Disposals
|
-
|
(2)
|
(2)
|
Charge for the year
|
1,683
|
273
|
1,956
|
Foreign exchange
movements
|
(1)
|
-
|
(1)
|
At 31 December 2022
|
5,711
|
661
|
6,372
|
|
|
|
|
Disposals
|
(3)
|
(54)
|
(57)
|
Charge for the year
|
1,067
|
307
|
1,374
|
Impairment
|
2,210
|
-
|
2,210
|
Foreign exchange
movements
|
(1)
|
-
|
(1)
|
At 31 December 2023
|
8,986
|
914
|
9,899
|
|
|
|
|
Carrying
Amount
|
|
|
|
At 31 December 2022
|
23,404
|
1,411
|
24,815
|
At 31 December 2023
|
22,733
|
1,118
|
23,851
|
*This includes additions of
$361,000 which relates to capitalised borrowing costs.
Carrying amount of property plant
and equipment by cash generative unit (CGU):
|
Norio
|
Satsk
henisi
|
West
Rustavi
|
Rustaveli
|
Corporate
|
Total
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
Carrying
amount
|
|
|
|
|
|
|
At 31 December 2023
|
14
|
28
|
16,967
|
6,403
|
439
|
23,851
|
At 31 December 2022
|
2,126
|
174
|
14,625
|
7,488
|
402
|
24,815
|
The impairment charge of $2.2m
(2022: £nil) arose on the production and development assets held by
Norio and Satskhenisi following a decision to define these assets
as non-core to the business operations. This was a result of an
extensive review of the cost of operations and decision not to
allocate additional capital for the further development of these
CGUs. Following this decision, the oil and gas assets at Norio and
Satskhenisi were written down to £nil (2022: $2.3m). The
remaining assets within this CGU relate to non-oil and gas assets
only.
13. Inventory
|
31 December
2023
$'000
|
31
December 2022
$'000
|
Spare parts and
consumables
|
3,286
|
3,606
|
Crude oil
|
1,091
|
1,185
|
|
4,377
|
4,791
|
14. Trade and Other
Receivables
|
31 December
2023
$'000
|
31
December 2022
$'000
|
Trade debtors
|
233
|
-
|
Other receivables
|
420
|
347
|
Prepayments
|
318
|
213
|
|
971
|
560
|
The fair value at amortised cost
is considered to be equivalent to the book value as none of these
receivables are considered to be impaired.
15. Cash and Cash
Equivalents
|
31
December
2023
$'000
|
31
December 2022
$'000
|
Cash and cash
equivalents
|
713
|
450
|
Cash and cash equivalents consist
of balances in bank accounts used for normal operational
activities. The vast majority of the cash was held in an
institution with a Standard & Poor's credit rating of
A-1.
16. Trade and Other
Payables
|
31
December
2023
$'000
|
31
December
2022
$'000
|
Trade and other
payables
|
1,041
|
1,182
|
Accruals
|
135
|
511
|
|
1,176
|
1,693
|
Trade and other payables
principally comprise amounts outstanding for corporate services and
operational expenditure.
During the year the Company
entered into a $2,000,000 (2022: $nil) loan with a simple interest
rate of 16% becoming payable every quarter. This was drawn
down in two tranches, with $1,060,000 being drawn down on 1
February 2023 and the remainder of $940,000 being drawn down on 10
May 2023. The maturity date of this loan is set at 18 months
from the date of the drawdowns and has been recognised as a
short-term loan.
The loan was advanced for the
purpose of the drilling of side tracks and associated works as part
of the Company's Project development strategy in relation to the
development of the Middle Eocene reservoir within West
Rustavi/Krtsanisi.
The Company also granted warrants
in consideration for this loan for 50% of the commitment,
exercisable for three years from the drawdown at the price of 1.7p
and 1.9p for the two respective tranches. . See note 21 for
further details on the number of warrants issued and their
valuation. A portion of these costs were capitalised as part
of the borrowing costs (see note 9).
17. Provisions
|
31
December
2023
$'000
|
31
December 2022
$'000
|
Decommissioning
provision
|
1,080
|
1,723
|
Baseline oil liability
|
-
|
-
|
|
1,080
|
1,723
|
Decommissioning
provision
|
31
December
2023
$'000
|
31
December 2022
$'000
|
Brought forward
|
1,723
|
2,040
|
Unwinding of discount on
provision
|
43
|
66
|
Change in decommissioning
provision in the year
|
(686)
|
(383)
|
Carried forward
|
1,080
|
1,723
|
|
|
|
Baseline oil
liability
|
31
December
2023
$'000
|
31
December 2022
$'000
|
Brought forward
|
-
|
265
|
Baseline oil liability reducing
from the acquisition
|
-
|
(265)
|
Additional baseline oil liability
provided in the year
|
-
|
-
|
Carried forward
|
-
|
-
|
Decommissioning provisions are
based on management estimates of work and the judgement of the
Directors. By its nature, the detailed scope of work required, and
timing of such work is uncertain.
The baseline oil liability arose
from the acquisition of BRL in 2020. Under the production sharing
contract for Block XIB, BRL was obliged to deliver a certain
quantity of oil to the State of Georgia in quarterly instalments by
May 2022. This was all delivered and there were no further
liabilities at year end.
18. Share
Capital
Called up, allotted, issued and
fully paid
|
No.
Ordinary
Shares
|
No.
Deferred
Shares
|
Nominal Value
$
|
|
|
|
|
As at 1 January 2022
|
652,749,525
|
2,095,165,355
|
3,482,148
|
|
|
|
|
Issue of equity on 5 January
2022
|
324,102
|
-
|
1,087
|
Issue of equity on 2 February
2022
|
1,768,705
|
-
|
5,903
|
Issue of equity on 3 February
2022
|
233,232
|
-
|
778
|
Issue of equity on 11 February
2022
|
636,832
|
-
|
2,126
|
Issue of equity on 1 March
2022
|
400,219
|
-
|
1,313
|
Issue of equity on 2 March
2022
|
280,117
|
-
|
919
|
Issue of equity on 1 April
2022
|
404,838
|
-
|
1,273
|
Issue of equity on 3 April
2022
|
376,773
|
-
|
1,184
|
Issue of equity on 4 May
2022
|
636,077
|
-
|
2,004
|
Issue of equity on 1 June
2022
|
273,392
|
-
|
793
|
Issue of equity on 6 June
2022
|
586,133
|
-
|
1,700
|
Issue of equity on 6 July
2022
|
902,395
|
-
|
2,751
|
Issue of equity on 2 August
2022
|
1,378,658
|
-
|
4,073
|
Issue of equity on 2 September
2022
|
2,551,864
|
-
|
7,125
|
Issue of equity on 4 October
2022
|
1,632,875
|
-
|
4,698
|
Issue of equity on 14 October
2022
|
464,457
|
-
|
1,336
|
Issue of equity on 1 November
2022
|
233,047
|
-
|
506
|
Issue of equity on 2 November
2022
|
656,382
|
-
|
1,889
|
Issue of equity on 1 December
2022
|
303,268
|
-
|
917
|
Issue of equity on 2 December
2022
|
1,569,850
|
-
|
4,749
|
Issue of equity on 13 December
2022
|
12,000,000
|
-
|
36,303
|
|
|
|
|
As at 31 December 2022
|
680,362,741
|
2,095,165,355
|
3,565,575
|
Issue of equity on 4 January
2023
|
764,340
|
-
|
2,353
|
Issue of equity on 6 February
2023
|
5,622,613
|
-
|
16,922
|
Issue of equity on 7 March
2023
|
924,997
|
-
|
2,855
|
Issue of equity on 5 April
2023
|
1,876,413
|
-
|
5,896
|
Issue of equity on 03 August
2023
|
35,124,708
|
-
|
111,798
|
|
|
|
|
As at 31 December 2023
|
724,675,812
|
2,095,165,355
|
3,705,399
|
On 4 January 2023, the Company
issued 414,879 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £5,145 ($6,335).
On 4 January 2023, the Company
issued 349,461 Ordinary Shares to three Non-Executive Directors, on
exercise of their nil cost options.
On 3 February 2023, the Company
issued 296,556 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 6 February 2023, the Company
issued 5,173,662 Ordinary Shares to the Employee Benefit Trust at
par value.
On 6 February 2023, the Company
issued 152,395 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £2,421 ($2,915).
On 7 March 2023, the Company
issued 646,849 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £7,783 ($9,608).
On 7 March, the Company issued
278,148 Ordinary Shares to two Non-Executive Directors, on exercise
of their nil cost options.
On 5 April 2023, the Company
issued 1,400,025 Ordinary Shares to two Non-Executive Directors, on
exercise of their nil cost options.
On 5 April 2023, the Company
issued 476,388 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £4,783 ($6,011).
On 3 August, the Company issued
30,000,000 Ordinary shares to the Employment Benefit Trust at par
value.
On 3 August, the Company issued
5,124,708 Ordinary shares to three service providers in lieu of
cash settlement for services provided to the Company with a total
value of £68,589 ($87,326).
---
On 5 January 2022, the Company
issued 324,102 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £3,033 ($4,067).
On 2 February 2022, the Company
issued 1,768,705 Ordinary Shares to three Non-Executive Directors
and a consultant, on exercise of their nil cost options.
On 3 February 2022, the Company
issued 233,232 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £3,033 ($4,049).
On 11 February 2022, the Company
issued 636,832 Ordinary Shares to a consultant on exercise of their
nil cost options.
On 1 March 2022, the Company
issued 400,219 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 2 March 2022, the Company
issued 280,117 Ordinary Shares to two service providers in lieu of
cash settlement for services provided to the Company with a total
value of £3,033 ($3,981).
On 1 April 2022, the Company
issued 404,838 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 3 April 2022, the Company
issued 376,773 Ordinary Shares to three service providers in lieu
of cash settlement for services provided to the Company with a
total value of £4,033 ($5,071).
On 4 May 2022, the Company issued
329,458 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options. Additionally on this date, the
Company issued 306,619 Ordinary Shares to three service providers
in lieu of cash settlement for services provided to the Company
with a total value of £4,033 ($5,081).
On 1 June 2022, the Company issued
273,392 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 6 June 2022, the Company issued
586,133 Ordinary Shares to three service providers in lieu of cash
settlement for services provided to the Company with a total value
of £8,183 ($9,494).
On 6 July 2022, the Company issued
243,395 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options. Additionally on this date, the
Company issued 659,000 Ordinary Shares to three service providers
in lieu of cash settlement for services provided to the Company
with a total value of £10, 641 ($12,976).
On 2 August 2022, the Company
issued 309,767 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options. Additionally on this date, the
Company issued 671,722 Ordinary Shares to two service providers in
lieu of cash settlement for services provided to the Company with a
total value of £11,473 ($13,557) and 397,169 Ordinary Shares to a
former consultant following the exercise of their nil cost
options.
On 2 September 2022, the Company
issued 307,978 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options. Additionally on this date, the
Company issued 2,243,886 Ordinary Shares to three service providers
in lieu of cash settlement for services provided to the Company
with a total value of £31,400 ($35,070).
On 4 October 2022, the Company
issued 233,192 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options. Additionally on this date, the
Company issued 1,399,683 Ordinary Shares to three service providers
in lieu of cash settlement for services provided to the Company
with a total value of £21,950 ($25,262).
On 14 October 2022, the Company
issued 464,457 Ordinary Shares to a consultant on exercise of their
nil cost options.
On 1 November 2022, the Company
issued 233,047 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 2 November 2022, the Company
issued 656,382 Ordinary Shares to a service provider in lieu of
cash settlement for services provided to the Company with a total
value of £12,198 ($14,038).
On 1 December 2022, the Company
issued 303,268 Ordinary Shares to three Non-Executive Directors on
exercise of their nil cost options.
On 2 December 2022, the Company
issued 1,569,850 Ordinary Shares to three service providers in lieu
of cash settlement for services provided to the Company with a
total value of £28,640 ($34,657).
On 13 December 2022, the Company
issued 12,000,000 Ordinary Shares to Jindal Petroleum (Georgia)
Limited on exercise of the nil cost options which were granted in
2020 as part of the consideration for the acquisition of
Schlumberger Rustaveli Company Limited.
The Ordinary Shares consist of
full voting, dividend and capital distribution rights and they do
not confer any rights for redemption. The Deferred Shares have no
entitlement to receive dividends or to participate in any way in
the income or profits of the Company, nor is there entitlement to
receive notice of, speak at, or vote at any general meeting or
annual general meeting.
19. Share Premium
Account
|
|
$'000
|
Balance at 1 January
2023
|
|
34,765
|
Premium arising on issue of equity
shares
|
91
|
Share issue costs
|
|
-
|
Balance at 31 December 2023
|
|
34,856
|
|
|
|
|
|
$'000
|
Balance at 1 January
2022
|
|
34,625
|
Premium arising on issue of equity
shares
|
140
|
Share issue costs
|
|
-
|
Balance at 31 December
2022
|
|
34,765
|
20. Reserves
The following describes the nature
and purpose of each reserve within owners' equity.
Reserves
|
Description and purpose
|
Share capital
|
Amount subscribed for share
capital at nominal value.
|
Share premium account
|
Amount subscribed for share
capital in excess of nominal value, less attributable
costs.
|
Other reserves
|
The other reserves comprises the
fair value of all share options and warrants which have been
charged over the vesting period, net of the amount relating to
share options which have expired, been cancelled and have vested.
It also comprises of the fair value of the share options issued as
part of the consideration paid for the acquisition of the
subsidiary BRL and subsequently relinquished in the year.
This movement has been shown in the Consolidated Statement of the
Changes in Equity and is also set out in the table below
|
Foreign exchange
reserve
|
Exchange differences on
translating the net assets of foreign operations
|
Accumulated deficit
|
Cumulative net gains and losses
recognised in the income statement and in respect of foreign
exchange.
|
Other reserves
|
|
$'000
|
|
|
|
Balance at 1 January
2023
|
|
4,525
|
Share based payments
|
414
|
Options movement
|
|
(173)
|
Balance at 31 December 2023
|
|
4,766
|
|
|
|
|
|
$'000
|
Balance at 1 January
2022
|
|
10,260
|
Share based payments
|
1,072
|
Options movement
|
(6,807)
|
Balance at 31 December
2022
|
|
4,525
|
On 30th November 2022,
the Company announced that the outstanding Consideration due to
Schlumberger Production Management ("SLB"); (the seller of XIB) had
not been taken up and that the 108,000,000 nil-cost options issued
to SLB were to be relinquished. This decision has significantly
improved the Company's accumulated deficit, with $6,389,000 of the
movement in options being attributable to this relinquishment of
options and their subsequent recycling of this amount through
the reserves.
21. Warrants
|
Number of
Warrants
|
31 December 2023 weighted
average exercise price
|
Number
of Warrants
|
31
December 2022 weighted average exercise price
|
Outstanding at the beginning of
the year
|
10,809,194
|
4p
|
16,820,502
|
6p
|
Granted in the year
|
44,682,643
|
1.8p
|
-
|
-
|
Expired in the year
|
(1,250,000)
|
4p
|
(6,011,308)
|
11p
|
Outstanding at the end of the
year
|
54,241,837
|
2.2p
|
10,809,194
|
4p
|
As at 31 December 2023, all
warrants were available to exercise and were exercisable at prices
between 1.7p and 12.5p (31 December 2022: 3p and 12.5p). The
weighted average life of the warrants is 2.1 years (31 December
2022: 2.8 years). 44,682,643 warrants were issued during the year,
nil were exercised and 1,250,000 warrants expired.
The warrants granted during the
year related to the cost of borrowing and therefore a fair value
was calculated using the Black Scholes Model. This resulted
in fair value charge of $125,000 being assigned to the warrants
granted to the lenders. The inputs used for the model are
shown below in note 22.
22. Share Based
Payments
During the year, the Group operated
a Block Energy Plc Share Option Plan (Share Option
Scheme).
Under IFRS 2, an expense is
recognised in the statement of comprehensive income for share based
payments, to recognise their fair value at the date of grant. The
application of IFRS 2 gave rise to a charge of $414,000 for the
year ended 31 December 2023. The equivalent charge for the year
ended 31 December 2022 was $1,072,000. The Group recognised total
expenses (all of which related to equity settled share-based
payment transactions) under the current plans of:
|
Year ended
31
December
2023
|
Year
ended
31
December 2022
|
|
$'000
|
$'000
|
Share option scheme
|
414
|
1,072
|
|
414
|
1,072
|
Share Option Scheme
The vesting period varies between
0 days to 3 years. The options expire if they remain unexercised
after the exercise period has lapsed and have been valued using the
Black Scholes model.
The following table sets out
details of all outstanding options granted under the Share Option
Scheme.
|
2023
|
2023
|
2022
|
2022
|
|
Options
|
Weighted average exercise
price
|
Options
|
Weighted
average exercise price
|
Outstanding at beginning of
year
|
100,106,152
|
$0.02
|
47,065,951
|
$0.05
|
Granted during the year
|
26,701,508
|
$0.01
|
85,637,597
|
$0.02
|
Exercised during the
year
|
8,540,800
|
$0.00
|
(15,111,350)
|
$0.01
|
Expired during the year
|
18,481,019
|
$0.03
|
(17,486,046)
|
$0.06
|
Outstanding at the end of the year
|
99,785,841
|
$0.01
|
100,106,152
|
$0.02
|
Exercisable at the end of the
year
|
83,823,460
|
|
59,272,819
|
|
The weighted average exercise
price of the share options exercisable at 31 December 2023 is $0.01
(31 December 2022: $0.02). The weighted average contractual life of
the share based payments outstanding at 31 December 2023 is 9.16
years (31 December 2022: 7.96 years).
The estimated fair values of these
share options, and the inputs used in the Black-Scholes model to
calculate those fair values are as follows:
Date of grant
|
Number
of options
|
Estimated
fair value
|
Share
price
|
Exercise
price
|
Expected
volatility
|
Expected
life
|
Risk free
rate
|
Expected
dividends
|
30 June 2017
|
1,200,000
|
$0.04
|
$0.01
|
$0.03
|
84%
|
5.5
years
|
1.16%
|
0%
|
6 April 2018
|
4,400,000
|
$0.05
|
$0.04
|
$0.03
|
84%
|
10
years
|
1.34%
|
0%
|
11 June 2018
|
18,098,332
|
$0.04
|
$0.05
|
$0.05
|
84%
|
10
years
|
1.23%
|
0%
|
21 October 2019
|
6,325,000
|
$0.05
|
$0.06
|
$0.15
|
109%
|
9.0
years
|
0.63%
|
0%
|
1 March 2021
|
10,800,00
|
$0.04
|
$0.04
|
$0.06
|
192%
|
9.5
years
|
0%
|
0%
|
8 April 2022
|
25,200,000
|
$0.01
|
$0.02
|
$0.02
|
105%
|
10
years
|
1.75%
|
0%
|
|
Warrants
|
|
|
|
|
|
|
|
31
December 2020
|
8,750,167
|
$0.04
|
$0.04
|
$0.04
|
190%
|
5
years
|
0%
|
0%
|
1 February 2023
|
25,330,249
|
$0.003
|
$0.012
|
$0.017
|
70.5%
|
3
years
|
3.76%
|
0%
|
10 May 2023
|
19,352,394
|
$0.003
|
$0.013
|
$0.019
|
70.5%
|
3
years
|
3.57%
|
0%
|
All share-based payment charges
are calculated using the fair value of options.
For the options and warrants
granted in 2023, expected volatility was determined by reviewing
benchmark values from comparator companies. For the options granted
prior to 2023, expected volatility was determined by reference to
the volatility of historic trading prices of the Company's
shares.
23. Financial
Instruments
Capital Risk Management
The Company manages its capital to
ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders. The
overall strategy of the Company and the Group is to minimise costs
and liquidity risk.
The capital structure of the Group
consists of equity attributable to equity holders of the parent,
comprising issued share capital, foreign exchange and other
reserves and retained earnings as disclosed in the Consolidated
Statement of Changes of Equity.
The Group is exposed to a number
of risks through its normal operations, the most significant of
which are interest, credit, foreign exchange and liquidity risks.
The management of these risks is vested to the Board of
Directors.
The sensitivity has been prepared
assuming the liability outstanding was outstanding for the whole
period. In all cases presented, a negative number in profit and
loss represents an increase in finance expense / decrease in
interest income.
Credit Risk
Credit risk is the risk that the
Group will suffer a financial loss as a result of another party
failing to discharge an obligation and arises from cash and other
liquid investments deposited with banks and financial institutions
and receivables from the sale of crude oil.
For deposits lodged at banks and
financial institutions these are all held through a recognised
financial institution. The maximum exposure to credit risk is
$713,000 (2022: $ 450,000). The Group does not hold any collateral
as security.
The carrying value of cash and
cash equivalents and financial assets represents the Group's
maximum exposure to credit risk at year end. The Group has no
material financial assets that are past due.
The Company has made unsecured
loans at a simple interest rate of 5% to its subsidiary companies.
Although the loans are repayable on demand, they are unlikely to be
repaid until the projects become successful and the subsidiaries
start to generate revenues. An assessment of the expected credit
loss arising on intercompany loans is detailed in note 6 to the
parent Company financial statements.
Market Risk
Market risk is the risk that the
fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices. Market risk
for the Company comprises of currency risk (discussed below)
and interest rate risk. Since there are no variable
interest-bearing loans in the Group (the Group Borrowings are set
at a fixed rate of 16%), no risk is therefore
identified.
Currency Risk
Foreign currency risk can only
arise on financial instruments that are denominated in a currency
other than the functional currency in which they are measured.
Translation-related risks are therefore not included in the
assessment of the entity's exposure to currency risks. Translation
exposures arise from financial and non-financial items held by an
entity (for example, a subsidiary) with a functional currency
different from the Group's presentational currency. However,
foreign currency-denominated inter-company receivables and payables
which do not form part of a net investment in a foreign operation
would be included in the sensitivity analysis for foreign currency
risks; this is because, even though the balances eliminate in the
consolidated balance sheet, the effect on profit or loss of their
revaluation under IAS 21 is not fully eliminated.
A 10% increase in the strength of
the pound sterling against the US dollar would cause an estimated
increase of $221,000 (2022: $161,000 increase) in the loss after
tax of the Group for the year ended 31 December 2022, with a 10%
weakening causing an equal and opposite decrease. The impact
on equity is the same as the impact on loss after tax.
The Group's cash and cash
equivalents and liquid investments are mainly held in US dollars,
pounds sterling and Georgian Lari. At 31 December 2023, 16% of the
Group's cash and cash equivalents and liquid investments were held
in pounds sterling. 78% in Georgian Lari and the remainder in US
dollars (31 December 2022: 12% in pounds sterling, 74% in Georgian
Lari and the remainder in US dollars, Euros and Canadian
dollars).
Liquidity Risk
Liquidity risk arises from the
possibility that the Group and its subsidiaries might encounter
difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities. In addition to equity
funding, additional borrowings have been secured in the past to
finance operations. The Company manages this risk by monitoring its
financial resources and carefully plans its expenditure programmes.
Financial liabilities of the Group comprise trade payables which
mature in less than twelve months.
24. Categories of Financial
Instruments
In terms of financial instruments,
these solely comprise of those measured at amortised cost and are
as follows:
|
31 December
2023
$'000
|
31
December 2022
$'000
|
Liabilities at amortised
cost
|
1,042
|
1,694
|
Borrowings at amortised
cost
|
2,000
|
-
|
|
3,042
|
1,694
|
|
|
|
Cash and cash equivalents at
amortised cost
|
713
|
450
|
Financial assets at amortised
cost
|
971
|
347
|
|
1,684
|
789
|
A fixed and floating charge has
been placed over the assets owned by the Group as security for the
$2m borrowings taken out in the year. This will be discharged in
full on payment of these secured liabilities.
25. Subsidiaries
At 31 December 2023, the Group
consists of the following subsidiaries, which are wholly owned by
the Company.
Company
|
Country of
Incorporation
|
Proportion of voting rights
and equity interest
|
Proportion of voting rights and equity interest
|
|
|
2023
|
2022
|
Block Norioskhevi Ltd
|
British Virgin Islands
|
100%
|
100%
|
Satskhenisi Ltd
|
Marshall Islands
|
100%
|
100%
|
Georgia New Ventures
Inc.
|
Bahamas
|
100%
|
100%
|
Block Operating Company
LLC
|
Georgia
|
100%
|
100%
|
Block Rustaveli Limited
|
British Virgin Islands
|
100%
|
100%
|
Didi Lilo & Nakarala
Limited
|
British Virgin Islands
|
100%
|
100%
|
South Samgori Limited
|
British Virgin Islands
|
0%
|
100%
|
Subsidiaries - Nature of
business
The principal activity of Georgia
New Ventures Inc, Satskhenisi Ltd, Block Norioskhevi Ltd and Block
Rustaveli Limited is oil and gas development and
production.
The principal activity of Block
Operating Company LLC is to be the operator of the oil and gas
licenses held in Georgia.
The principal activity of South
Samgori Limited and Didi Lilo & Nakarala Limited is oil and gas
exploration. These companies were both incorporated on 28
October 2022. South Samgori was disposed of in the first
quarter of 2023 for nil consideration, as part of a Farm out
Agreement, involving exploration licences being split between Didi
Lilo & Nakarala with Georgia Oil & Gas Limited (GOG). These
licences will continue to be explored by the Group as part of a
Joint Operating Agreement with GOG.
Registered
office
The registered office of Georgia
New Ventures Inc. is Bolam House, King and George Streets, P.O. Box
CB 11.343, Nassau, Bahamas.
The registered office of
Satskhenisi Ltd is Trust Company Complex, Ajeltake road, Ajeltake
Island, Majuro, Marshall Islands MH96960.
The registered office of Block
Norioskhevi Ltd is Trident Chambers, P.O.Box 146, Road Town,
Tortola, British Virgin Islands.
The registered office of Block
Operating Company LLC is 13A Tamarashvili Street, Tbilisi 0162,
Georgia.
The registered office of Block
Rustaveli Limited is Craigmuir Chambers, Road
Town, Tortola, VG1110, British Virgin Islands.
The registered office of South
Samgori Limited and Didi Lilo & Nakarala Limited is Woodbourne
Hall, Road Town, Tortola, British Virgin Islands.
26. Commitments
Commitments at the reporting date
that have not been provided for were as follows:
Operating lease
commitment
At year end the total of future
minimum lease payments under non-cancellable operating leases for
each of the following periods was:
|
31
December
2023
$'000
|
31
December 2022
$'000
|
Within 1 year
|
81
|
269
|
Between 1 and 5 years
|
-
|
-
|
Total
|
-
|
269
|
Short term leases are leases with
a lease term of 12 months or less without a purchase option and are
recognised on a straight-line basis as an expense in the profit or
loss account.
27. Related Party
Transactions
The Directors consider that there
is no ultimate controlling party.
Key management personnel comprises
of the Directors and details of their remuneration are set out in
Note 7 and the Remuneration Report.
The Company secured a $2m loan
facility during the year and the draw down on this loan
included the following related parties, who also received warrants
as set out below:
Paul Haywood -
$115,000
2,665,373 warrants at a fair value cost of $7,569
Ken Seymour - $125,000
2,904,337 warrants at a fair value cost of $8,241
28. Events Occurring After Year
End
On the 16th January
2024, the Company announced the results of a study into the carbon
storage potential of the Patardzueli-Samgori Middle Eocene
reservoir.
On the 8th February
2024, the Company announced an Independent Engineering Report
covering Contingent Gas Resources associated with
Patardzueli-Samgori Lower Eocene and Upper Cretaceous
Reservoirs.
On the 12th February
2024, the Company announced the formal commencement of the Project
III farm out campaign.
On the 4th March 2024,
the Company announced results of an internal study into the
Contingent Gas Resources associated with the Teleti and Rustavi
fields at Lower Eocene and Upper Cretaceous reservoir.